UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
ARMORED STORAGE INCOME INVESTORS LIMITED PARTNERSHIP
(an Arizona Limited Partnership)
(Name of Issuer)
Limited Partnership Units
(Title of Class of Securities)
NONE
(CUSIP Number)
David Goldberg, 701 Western Avenue, Suite 200, Glendale, California
91201-2397, 818/244-8080, ext. 529
---------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 17, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box [ ].
Check the following box if a fee is being paid with the statement [X].
(A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. N/A
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Public Storage, Inc.
2 Check the Appropriate Box if a Member of a Group*
a. [ ]
b. [ ]
3 SEC Use Only
4 Source of Funds*
WC
5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
7 Sole Voting Power
1,058
8 Shared Voting Power
N/A
9 Sole Dispositive Power
1,058
10 Shared Dispositive Power
N/A
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
1,058
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented by Amount in Row (11)
7.1%
14 Type of Reporting Person*
CO
Item 1. Security and Issuer
The class of securities to which this Statement on Schedule 13D
relates is the limited partnership units (the "Units"), of Armored
Storage Income Investors Limited Partnership, an Arizona Limited
Partnership (the "Issuer"). The address of the principal executive
office of the Issuer is 3839 N. 3rd Street, Suite 108, Phoenix,
Arizona 85012.
Item 2. Identity and Background
This Statement on Schedule 13D is being filed by Public Storage,
Inc. ("PSI"). PSI is a fully integrated, self-administered and
self-managed real estate investment trust, organized as a corporation
under the laws of California, that acquires, develops, owns and operates
self-service mini-warehouse facilities. The principal executive offices
of PSI are located at 701 Western Avenue, Suite 200, Glendale,
California 91201-2397.
The directors and executive officers of PSI, their employers,
addresses and current positions are listed below. Unless otherwise
indicated, each person's address is the same as the address of PSI
listed above.
Name of Director
or Executive Employer/Address/
Officer of PSI Nature of Business Current Position
-------------- ------------------ ----------------
B. Wayne Hughes PSI Chairman of the Board and
(Executive Officer Chief Executive Officer
and Director)
Harvey Lenkin PSI President
(Executive Officer
and Director)
Hugh W. Horne PSI Senior Vice President
(Executive Officer)
Ronald L. Havner, Jr. PSI Senior Vice President and
(Executive Officer) Chief Financial Officer
Obren B. Gerich PSI Senior Vice President
(Executive Officer)
Marvin M. Lotz PSI Senior Vice President
(Executive Officer)
David Goldberg PSI Senior Vice President and
(Executive Officer) General Counsel
Mary Jayne Howard PSI Senior Vice President
(Executive Officer)
Sarah Hass PSI Vice President and
(Executive Officer) Secretary
John Reyes PSI Vice President and
(Executive Officer) Controller
Robert J. Abernethy American Standard President
(Director) Development Company;
Self Storage
Management Company
5221 West 102nd St.
Los Angeles, CA 90045
Developer and operator
of mini-warehouses
Dann V. Angeloff The Angeloff President
(Director) Company
727 West Seventh St.
Suite 331
Los Angeles, CA 90017
Corporate financial
advisory firm
William C. Baker Santa Anita Chairman and Chief
(Director) Operating Company Executive Officer
285 West Huntington
Drive
Arcadia, CA 91007
real estate investment
trust
Uri P. Harkham The Jonathan Martin President and Chief
(Director) Fashion Group Executive Officer
1157 S. Crocker St.
Los Angeles, CA 90021
Design, manufacture and
market women's clothing
Harkham Properties Chairman of the Board
1157 S. Crocker St.
Los Angeles, CA 90021
Real estate
To the knowledge of PSI, all of the foregoing persons are
citizens of the United States except Uri P. Harkham, who is a citizen
of Australia.
During the last five years, neither PSI nor, to the best
knowledge of PSI, any executive officer, director or person controlling
PSI, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The 1,058 Units owned by PSI were acquired for an aggregate
purchase price (including fees) of $363,120 in cash (which includes
764 Units acquired as of June 17, 1996 for a purchase price of
$260,220 in cash and 294 Units acquired on September 25, 1996 for
a purchase price of $102,900 in cash), with funds obtained from
PSI's working capital.
Item 4. Purpose of Transaction
PSI believes that the acquisition of the Units represents a good
investment for PSI and its shareholders. PSI has acquired the Units
for investment purposes.
(a) PSI may acquire additional Units. Any such acquisitions
may be made through private purchases, through one or more tender
offers or by any other means deemed advisable by PSI.
(b)-(j) Not applicable.
Item 5. Interest in Securities of the Issuer
As of June 17, 1996, PSI owned 764 Units, representing
approximately 5.1% of the 15,000 Units outstanding. As of September
25, 1996, PSI owned 1,058 Units, representing approximately 7.1% of
the Units outstanding. PSI has the sole power to vote and the sole
power to dispose of the 1,058 Units owned by it.
During the 60-day period ending June 17, 1996 and subsequent to
that date through September 25, 1996, PSI engaged in the following
acquisitions of Units at the following prices:
Transaction No. of Units Type of Price per
Date Bought Transaction Unit
----------- ------------ ----------- ---------
4/19/96 724 <F1> $350.00
6/17/96 40 <F2> $170.50
9/25/96 294 <F1> $350.00
_______________
<F1> Private purchase.
<F2> Purchase through secondary firm.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
Not applicable.
Item 7. Material to be Filed as Exhibits
Not applicable.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: October 1, 1996 PUBLIC STORAGE, INC.
By: /S/ DAVID GOLDBERG
-------------------
David Goldberg
Senior Vice President
and General Counsel
